Billerud Ab · OMXSTO:BILL
Billerud Ab — BillerudKorsnäs — Merger or Acquisition (December 2021)
15 slides from Billerud Ab's merger presentation, Dec 20, 2021
Slide 1: Acquisition of Verso
Acquisition of Verso Christoph Michalski, President and CEO Ivar Vatne, CFO 20 December 2021
Slide 2: Securing BillerudKorsnäs profitable and sustainable growth
Securing BillerudKorsnäs profitable and sustainable growth Verso will be the cornerstone of our expansion in North America and provide sustainable capacity opportunity for ten years and beyond for BillerudKorsnäs Market proximity to one of the largest and growing markets in primary fibre containerbo
Slide 3: North America is a growing market with attractive characteristics
North America is a growing market with attractive characteristics The supply of local SBS is reducing Primary fibre Cartonboard market North America, m tonnes Domestic capacity, m tonnes - 0.5 m t 4.6 8 change in SBS 4.4 capacity 7 4.2 + 1.25 4 6 3.8 5 3.6 2011 2012 2013 2014 2015 2016 2017 2018 201
Slide 4: Verso has large surplus of low-cost fibre with excellent properties
Verso has large surplus of low-cost fibre with excellent properties Net Annual Increment (NAI), Removal and Surplus Pulpwood Delivered Cost (2020) – Verso vs BK Michigan Upper Peninsula & WI Northeast HW pulpwood SW pulpwood 12 HW SW 10 -29% -30% million m3/a USD/m3sub 8 6.3 6 5.1 4 1.2 2 4.3 2.1 2.
Slide 5: Overview of Verso
Overview of Verso Key highlights Facility overview Leading American producer of graphic and speciality paper and Escanaba mill Quinnesec mill market pulp Well positioned production facilities in close proximity to wood supply and customers Cost and quality leader with streamlined operations 100% pul
Slide 6: BillerudKorsnäs will be #2 in virgin fibre products with a quality and cost advantage
BillerudKorsnäs will be #2 in virgin fibre products with a quality and cost advantage Capacity Market share m tonnes, selected primary fibre products Company 1 USA 6.1 Company 1-10 Conversion BillerudKorsnäs 2.9 Company 3 Asia 3.7 7% Company 4 Europe 3.6 Company 5 Asia 2.8 Others Company 6 USA 2.6 C
Slide 7: Sequential conversion of Escanaba facility to paperboard production
Sequential conversion of Escanaba facility to paperboard production BillerudKorsnäs plans to convert the Escanaba mill into a world-class, sustainable, integrated paperboard production facility by 2029 2022 The conversion will involve rebuilding two paper machines. The 1 st Acquisition of Verso mach
Slide 8: Combined financials and business split
Combined financials and business split Combined key financials Combined revenues by region and category SEK bn, Q3 21 LTM pro forma Combined revenues, 2020 pro forma Volume 4% 2 877 1 323 4 200 Europe (k tonne)1 14% America 50% Asia 33% Others Net Sales 25.3 11,4 36,7 LPB Adj. EBITDA 8% 3.6 1.4 5.0
Slide 9: Transaction details
Transaction details The acquisition will be effected pursuant to a merger agreement under which Verso will merge with a wholly-owned subsidiary of BillerudKorsnäs BillerudKorsnäs will acquire Verso for a purchase price of approx. USD 825 million in cash, Agreement corresponding to USD 27.00 per shar
Slide 10: Financing of the acquisition and the conversion
Financing of the acquisition and the conversion Additional debt, a rights issue and operating cash flow BillerudKorsnäs will utilize a new credit facility of SEK 6.0 billion and cash for the acquisition. This bridge loan is planned to be refinanced by issuance of debt instruments and an equity right
Slide 11: Financial implications
Financial implications Shareholder value through: EPS accretive immediately Around 400 ktonnes of incremental volume EBITDA % boost with more profitable product mix after conversion Acquisition and transformation will be financed through a combination of a rights issue (up to SEK 3.5 billion), addit
Slide 12: Estimated time schedule
Estimated time schedule Early March Approval of Verso’s shareholders at a 2022 special shareholder meeting Q1-Q2 2022 Receipt of regulatory approvals General meeting in BillerudKorsnäs to Q2 2022 resolve on rights issue Q2 2022 Acquisition expected to be completed Q2-Q3 2022 Rights issue expected to
Slide 13: Securing BillerudKorsnäs profitable and sustainable growth
Securing BillerudKorsnäs profitable and sustainable growth Verso will be the cornerstone of our expansion in North America and provide sustainable capacity opportunity for ten years and beyond for BillerudKorsnäs Market proximity to one of the largest and growing markets in primary fibre containerbo
Slide 14: BillerudKorsnäs Q&A
BILLERUDKORSNAS O&A
Slide 15: Use of Non-IFRS Financial Metrics and Forward-looking statements
Use of Non-IFRS Financial Metrics This presentation includes certain non-IFRS financial measures. These non-IFRS measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to per
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